Common use of Jurisdiction and Process; Waiver of Jury Trial Clause in Contracts

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Issuer and the MLP irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the New York City, Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Issuer and the MLP irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Issuer and the MLP agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Issuer and the MLP consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a22.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to it. Each of the Process Agent, as its agent for Issuer and the purpose of accepting service of any process in the United States. The Company MLP agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.2 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Issuer or the MLP in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough courts of Manhattan, The City the Province of New York, Alberta over any suit, action or proceeding arising out of or relating to this Agreement or the NotesFinancing Agreements. To the fullest extent permitted by applicable lawLaws, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable lawLaws, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.9(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States Province of America or the State of New York Alberta (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Parent and the Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Parent and the Issuer agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Parent and the Issuer consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Process Agent, as its agent for Parent and the purpose of accepting service of any process in the United States. The Company Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States U.S. Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each of the Company irrevocably submits to and the non-exclusive jurisdiction of Guarantors and the Purchasers agrees that any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action suit or proceeding arising out in respect of or relating to this Agreement will be tried in the U.S. District Court for the Southern District of New York or in any state court located in the Notes. To the fullest extent permitted by applicable law, City and County of New York and the Company irrevocably waives and agrees not the Guarantors and the Purchasers agree to assert, by way of motion, as a defense or otherwise, any claim that it is not subject submit to the jurisdiction of any of, and to venue in, such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumcourts. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a26.10(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, Article XXII or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 26.10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Company Each of the Company, the Guarantors and the Purchasers hereby irrevocably appoints waives, to the Process Agent fullest extent permitted by applicable law, any and all right to receive for it, and on its behalf, service trial by jury in any legal proceeding arising out of process in or relating to this Agreement or the United StatesTransactions. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder or Beneficial Holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder or Beneficial Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Non-U.S. Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentIssuer, as its agent for the purpose of accepting service of any process in the United States. The Company Each Non-U.S. Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Non-U.S. Obligor hereby irrevocably appoints the Process Agent Issuer to receive for it, and on its behalf, service of process in the United States. The Issuer hereby accepts such appointment and designation for the period from the date of the Closing to the date that is one calendar year after the latest maturity date of any Note as stated therein. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTAGREEMENT (INCLUDING, WITHOUT LIMITATION, THE NOTES UNCONDITIONAL GUARANTEE), THE NOTES, ANY OTHER FINANCE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesMRP Xxxxxx. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note MRP Shares in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.and

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Obligors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating solely to this Agreement or the NotesFinancing Agreements. To the fullest extent permitted by applicable law, the Company Obligors irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesObligors agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents Obligors consent to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a24.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company agrees Obligors agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it as specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. [Signature page follows.] If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MEDALLION FINANCIAL CORP. By Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer The foregoing is hereby agreed to as of the date hereof. [NAME OF PURCHASER] By Name: Title: SCHEDULE A SCHEDULE A DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and the Trust irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, York over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, and the Trust consent to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees and the Trust agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified or priority express mail, postage prepaid, return receipt requestedor delivery confirmation requested to it at its address for notices specified in Section 19 or at such other address for which such holder shall then have been notified pursuant to Section 19, or or, if the Company is not a U.S. Entity, by delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agentits registered agent appointed pursuant to Section 10.2(b)(2)(iii), as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Obligors irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Obligors irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Obligors agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Obligors consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, to the Process AgentLineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000, as its agent for the purpose of accepting service of any process in the United States, with a copy to Lineage Logistics, LLC Attn: Legal Department, 0 Xxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000. The Company Each of the Obligors agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Lineage Logistics Note Purchase Agreement (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Lineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000 to receive for it, and on its behalf, service of process in the United States, from the Closing Date through August 20, 2032. Lineage Logistics, LLC hereby accepts its irrevocable appointment as agent for service of process for each Obligor in accordance with the terms of this Agreement. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and the Trust irrevocably submits submit to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, York over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, and the Trust consent to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees and the Trust agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Company Parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-non exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a22.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.2 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Note Document. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.and

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Company, you and each subsequent holder of a Note (by accepting the same) each irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address in the United States of which the holders of the Notes shall then have been notified pursuant to the Process Agent, as its agent said Section for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for itTHE COMPANY, and on its behalf, service of process in the United States. YOU AND EACH SUBSEQUENT HOLDER OF A NOTE (fIF ANY) THE PARTIES HERETO HEREBY WAIVE EACH WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York Virginia State or federal court sitting in the Borough city of Manhattan, The City of New YorkRoanoke, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (ca) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (db) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Roanoke Gas Company Private Shelf Agreement (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified or priority express mail, postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of ManhattanNew York, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section 18. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each of the Company and each Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesAgreement. To the fullest extent permitted by applicable law, each of the Company and each Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter after the Execution Date have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a17.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Holder in any suit, action or proceeding of the nature referred to in Section 23.8(a17.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 13 or at such other address of which such Holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section 13. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Agreement shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 17.8 shall affect the right of any holder of a Note Holder to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Holders may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO TO THIS AGREEMENT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHWITH THIS AGREEMENT.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any Investor Group Representative or any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such Investor Group Representative or such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any Investor Group Representative or any holder of a Note to serve process in any manner permitted by law, or limit any right that the Investor Group Representatives and holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ba) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (cb) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) . THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.delivery (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders holder of any of the Notes such Note may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) The Parent Guarantor hereby irrevocably appoints C T Corporation System to receive for it, and on its behalf, service of process in the United States in connection with this Agreement and the Notes. Service of process on C T Corporation System in connection with the foregoing appointment must be made at the following address: C T Corporation System, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (telephone number: 000-000-0000). (e) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a22.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.2 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, Each of the parties hereto consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any other party hereto in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such person shall then have been notified pursuant to said Section. Each of the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company parties hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder Process shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicedeemed given only when actually received. (dc) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Parent Guaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a11(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Guarantor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a11(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 199, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The To the extent Section 23.4(b) is not otherwise applicable, the Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive IN PERSONAM jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the IN PERSONAM jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3 (a) brought in any such court shall be conclusive and binding upon it the Company subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets the Company is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3 (a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in to the manner for delivery of notices Company at its address specified in Section 19, 18 or at such other address of which you shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE COMPANY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, but excluding the Bonds or the Notesother Bond Documents. To the fullest extent permitted by applicable law, each of the Company and each holder of a Bond irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.24 (b) The Nothing in this Section 22.6 shall affect the right of the Company agrees, or any holder of a Bond to the fullest extent serve process in any manner permitted by applicable law, or limit any right that a final judgment in the Company or the holders of any suit, action or proceeding of the nature referred Bonds may have to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as bring proceedings against the case may be, and may be enforced other in the courts of the United States of America any appropriate jurisdiction or the State of New York (or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgmentjurisdiction. (c) The Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Note Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in Section 23.8(a22.6(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such Person shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any The Company and each holder of a Note Bond agrees, to serve process the fullest extent permitted by applicable law, that a final judgment in any manner permitted by lawsuit, action or limit any right that the holders of any proceeding of the Notes nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may have to bring proceedings against the Company be, and may be enforced in the courts of any appropriate jurisdiction the United States of America or to enforce in any lawful manner a judgment obtained in one jurisdiction in the State of New York (or any other jurisdictioncourts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (f) Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21.6 as though it were a party to this Agreement. [SIGNATURE PAGES FOLLOW] 25 The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, POTOMAC ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Assistant Treasurer The foregoing is hereby agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK By: AIG Asset Management (U.S.), LLC, as Investment Advisor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director METROPOLITAN LIFE INSURANCE COMPANY by MetLife Investment Advisors, LLC, Its Investment Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. by MetLife Investment Advisors, LLC, Its Investment Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director The foregoing is hereby agreed to as of the date thereof. METROPOLITAN TOWER LIFE INSURANCE COMPANY by MetLife Investment Advisors, LLC, Its Investment Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director MANUFACTURERS LIFE REINSURANCE LIMITED By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Co-Head of Investments MANULIFE LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxx Name: Xxxxx XXXXX Title: Head of Investments The foregoing is hereby agreed to as of the date thereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Allianz Global Investors U.S. LLC As the authorized signatory and investment manager By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Corporate Vice President CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. Acting as Investment Advisors By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director II, Investments The foregoing is hereby agreed to as of the date thereof. AMERITAS LIFE INSURANCE CORP. AMERITAS LIFE INSURANCE CORP. OF NEW YORK By: Ameritas Investment Partners Inc., as Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President & Managing Director THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Barings LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director SCHEDULE A INFORMATION RELATING TO PURCHASERS

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a12(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1910, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE EACH GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified or priority express mail, postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Credit Party, PIM and each Purchaser and holder of Notes irrevocably submits agrees that any legal action or proceeding with respect to this Agreement, the non-exclusive jurisdiction Notes, the other Transaction Documents or any of any New York State the agreements, documents or federal court sitting instruments delivered in connection herewith and therewith shall be brought in the Borough courts of Manhattanthe State of California, The City the State of New York, over or the United States of America for the Northern District of California or the Southern District of New York, and, by execution and delivery hereof, each of the Credit Parties accepts and consents to, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Required Holders in writing, with respect to any suit, action or proceeding arising out brought by any Credit Party against PIM or any holder of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Credit Party, PIM and each holder of a Note irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, Each Credit Party consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.9(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Credit Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Credit Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18(3) or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and the Trust irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, York over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, and the Trust consent to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees and the Trust agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Company Parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each of the Parent and the Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Parent Guaranty, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Parent and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Each of the Parent and the Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Process Agent, as its agent for Parent and the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuaranty Agreement. To the fullest extent permitted by applicable law, the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a15.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Guarantor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a15.6(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 14 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United StatesSection 14. The Company Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 15.6 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHHEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, return receipt requested (or any substantially similar form of mail) postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to the Process AgentWaste Connections US, Inc., a Delaware corporation, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for itNotes or any other document executed in connection herewith or therewith. Waste Connections, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Inc. Note Purchase Agreement

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) The Parent Guarantor hereby irrevocably appoints CT Corporation System to receive for it, and on its behalf, service of process in the United States in connection with this Agreement and the Notes. Service of process on CT Corporation System in connection with the foregoing appointment must be made at the following address: CT Corporation System, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (telephone number: 000-000-0000). (e) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Obligors irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Obligors irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Obligors agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Obligors consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, to the Process AgentLineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000, as its agent for the purpose of accepting service of any process in the United States, with a copy to Lineage Logistics, LLC Attn: Legal Department, 0 Xxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000. The Company Each of the Obligors agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Lineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000 to receive for it, and on its behalf, service of process in the United States., from the Closing Date through August 20, 2032. Lineage Logistics, LLC hereby accepts its irrevocable appointment as agent for service of process for each Obligor in accordance with the terms of this Agreement. Lineage Logistics, LLC Note Purchase Agreement (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the New York City, Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Issuer consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a12(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1910, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Financing Agreement. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. UTI Worldwide Inc. Note Purchase Agreement (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Section 24.8 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesBonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Bonds in any suit, action or proceeding of the nature referred to in Section 23.8(a22.6(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.6 shall affect the right of any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. METLIFE INSURANCE COMPANY OF KOREA LIMITED By: MetLife Investment Management, LLC, Its Investment Manager METLIFE INSURANCE K.K. By: MetLife Investment Management, LLC, Its Investment Manager By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Group Annuity Separate Account By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Its Authorized Representative This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director, Private Placements By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice-President, General Funds and Fixed Income This Agreement is hereby accepted and agreed to as of the date hereof. KNIGHTS OF COLUMBUS By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Supreme Secretary DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the each Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Each Constituent Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Each Constituent Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Each Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed 53 received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. The York Water Company Note Purchase Agreement (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, The York Water Company hereby irrevocably appoints By /s/ Xxxxxx X. Hand Its President and CEO accepted and agreed to as of the Process Agent date hereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President accepted and agreed to receive for itas of the date hereof. UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President As used herein, and on its behalf, service of process the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in to the manner for delivery of notices Company at its address specified in Section 19, 18 or at such other address of which you shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE COMPANY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, Otter Tail Power Company By: /s/ Xxxxx X. Xxxx Name: Xxxxx Xxxx Title: Treasurer This Agreement is hereby irrevocably appoints Accepted and agreed to as Of the Process Agent date thereof. Brighthouse Life Insurance Company By: MetLife Investment Advisors, LLC Its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director Union Fidelity Life Insurance Company By: MetLife Investment Advisors, LLC Its Investment Adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director MetLife Insurance K.K. By: MetLife Investment Advisors, LLC Its Investment Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: SVP & Managing Director Pensionskasse Des Bundes Publica By: MetLife Investment Management Limited, as Investment Manager By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Authorised Signatory This Agreement is hereby Accepted and agreed to receive for itas Of the date thereof. Thrivent Financial For Lutherans By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director This Agreement is hereby Accepted and agreed to as Of the date thereof. American Equity Investment Life Insurance Company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorised Signatory This Agreement is hereby Accepted and agreed to as Of the date thereof. United of Omaha Life Insurance Company By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President Mutual of Omaha Insurance Company By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President This Agreement is hereby Accepted and agreed to as Of the date thereof. Connecticut General Life Insurance Company By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby Accepted and on its behalfagreed to as Of the date thereof. Xxxx Xxxxxxx Life Insurance Company (U.S.A.) By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director This Agreement is hereby Accepted and agreed to as Of the date thereof. National Guardian Life Insurance Company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: President & CEO Name and Address of Purchaser Principal Amount of Series 2018A Notes to be Purchased Brighthouse Life Insurance Company 000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx, service Xxx Xxxxxx 00000 $3,000,000 (1) All scheduled payments of process in the United Statesprincipal and interest by wire transfer of immediately available funds to Provided to Issuer under separate cover. (f2) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTAll notices and communications: Brighthouse Life Insurance Company c/o MetLife Investment Advisors, THE NOTES OR ANY LLC, Investments – Private Placements Xxx XxxXxxx Xxx Xxxxxxxx, Xxx Xxxxxx 00000 Attention: Xxxx Xxxxxx, VP Private Placements Emails: XXXXxxxxxxxxx@xxxxxxx.xxx and xxxxxxx@xxxxxxx.xxx With a copy OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthan with respect to deliveries of financial statements to: Brighthouse Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments Law Xxx XxxXxxx Xxx Xxxxxxxx, Xxx Xxxxxx 00000 Attention: Chief Counsel-Investments Law (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx (3) Address for Delivery of Notes: Provided to Issuer under separate cover. (4) Nominee: None (5) Tax Identification No.: Provided to Issuer under separate cover. Name and Address of Purchaser Principal Amount of Series 2018A Notes to be Purchased Union Fidelity Life Insurance Company 0000 Xxxxxxx Xxxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxx, XX 00000 $7,600,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to Provided to Issuer under separate cover. (2) All notices and communications: Union Fidelity Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments, Private Placements Xxx XxxXxxx Xxx Xxxxxxxx, XX 00000 Attention: Xxxx Xxxxxx, VP Private Placements Emails: XXXXxxxxxxxxx@xxxxxxx.xxx and xxxxxxx@xxxxxxx.xxx With a copy OTHER than with respect to deliveries of financial statements to: Union Fidelity Life Insurance Company c/o MetLife Investment Advisors, LLC, Investments Law Xxx XxxXxxx Xxx Xxxxxxxx, Xxx Xxxxxx 00000 Attention: Chief Counsel-Investments Law (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx (3) Address for Delivery of Notes: Provided to Issuer under separate cover. (4) Nominee: Hare & Co. (5) Tax Identification No.: Provided to Issuer under separate cover. Name and Address of Purchaser Principal Amount of Series 2018A Notes to be Purchased Metlife Insurance K.K 0-0, Xxxxxxx, Xxxxxxx-xx Xxxxx, 000-0000 XXXXX $3,800,000 (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to Provided to Issuer under separate cover.. (2) All notices and communications: MetLife Asset Management Corp. (Japan) Administration Department Tokyo Garden Terrace Kioicho Kioi Tower 00X 0-0, Xxxxxxx, Xxxxxxx-xx, Xxxxx 000-0000 Xxxxx Attention: Administration Dept. Manager Email: xxxxx@xxxxxxx.xx.xx With a copy to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC, Investments, Private Placements Xxx XxxXxxx Xxx Xxxxxxxx, Xxx Xxxxxx 00000 Attention: Xxxx Xxxxxx, VP Private Placements Emails: XXXXxxxxxxxxx@xxxxxxx.xxx and xxxxxxx@xxxxxxx.xxx With another copy OTHER than with respect to deliveries of financial statements to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC, Investments Law One MetLife Way Whippany, New Jersey 07981 Attention: Chief Counsel-Investments Law (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx (3) Audit Requests should be sent: Soft copy to: XxxxxXxxxxxxx.XxxXxxxxxxxxx@xxxxxxx.xxx Or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 00000 Xxxxx Xxxx Xxxxx – 0xx Xxxxx, Xxxxx, XX 00000 (4) Address for Delivery of Notes: Provided to Issuer under separate cover.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 17 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 18.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Aimco JO Intermediate Holdings, LLC, a Delaware limited liability company, as the Company By: Aimco REIT Sub, LLC, a Delaware limited liability company, its sole member By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Person This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process date hereof. AIMCO Properties, L.P., a Delaware limited partnership, as a Purchaser By: AIMCO-GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Person AIMCO/Bethesda Holdings, Inc., a Delaware corporation, as a Purchaser By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Person AIMCO Properties, L.P., a Delaware limited partnership, as the Collateral Agent to receive for itBy: AIMCO-GP, and on Inc., a Delaware corporation, its behalfgeneral partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Person As used herein, service of process the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address The Toro Company Note Purchase Agreement specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The Toro Company hereby irrevocably appoints Note Purchase Agreement If you are in agreement with the Process Agent foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and on its behalfthe Company. Very truly yours, service The Toro Company By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President, Treasurer and Chief Financial Officer By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director, Tax, Treasury, Risk Management and Financial Services and Assistant Treasurer The Toro Company Note Purchase Agreement Accepted as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date first written above Massachusetts Mutual Life Insurance Company By: Barings LLC as Investment Adviser By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. * * * * * Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. METROPOLITAN LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager METLIFE INSURANCE K.K. by MetLife Investment Management, LLC, its investment manager METROPOLITAN TOWER LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory MISSOURI REINSURANCE, INC. by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory AMERICAN FIDELITY ASSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory BRIGHTHOUSE LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By: ______________________________________ Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President TRANSAMERICA LIFE (BERMUDA) LTD By: AEGON USA Investment Management, LLC, its investment manager By: ______________________________________ Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. EQUITABLE FINANCIAL LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxx Xxxx Title: Investment Officer DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY By: AllianceBernstein, LP, its Investment Advisor By: ______________________________________ Name: Xxx Xxxx Title: Senior Vice President DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. HORIZON HEALTHCARE SERVICES, INC D/B/A HORIZON BLUE CROSS BLUE SHIELD OF NEW JERSEY By: AllianceBernstein, LP, its Investment Advisor By: ______________________________________ Name: Xxx Xxxx Title: Senior Vice President DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. NEW YORK STATE INSURANCE FUND By: AllianceBernstein, LP, its Investment Advisor By: ______________________________________ Name: Xxx Xxxx Title: Senior Vice President DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. NEW YORK LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxxx X. Xxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: ______________________________________ Name: Xxxx X. Xxxxxxx Title: Director THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE By: New York Life Insurance Company, its attorney-in-fact By: ______________________________________ Name: Xxxx X. Xxxxxxx Title: Director DocuSign Envelope ID: 084AE56E-9A58-4ECC-911F-FA1A2A820907 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: ______________________________________ Name: Title: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Group Annuity Separate Account By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: ______________________________________ Name: Title: Managing Director Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: ______________________________________ Name: Xxxxx Xxxxx Title: Senior Director CSAA INSURANCE EXCHANGE By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: ______________________________________ Name: Xxxxx Xxxxx Title: Senior Director Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President PHYSICIANS MUTUAL INSURANCE COMPANY By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President PRUCO LIFE INSURANCE COMPANY By: PGIM, Inc., as investment manager By:___________________________________ Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. FARMERS INSURANCE EXCHANGE By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President MID CENTURY INSURANCE COMPANY By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. THRIVENT FINANCIAL FOR LUTHERANS By: ______________________________________ Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director DocuSign Envelope ID: BEA5C4E3-2998-426C-989F-159DFF22B347 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. SECURITY LIFE OF DENVER INSURANCE COMPANY CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY VOYA PENSION COMMITTEE ON BEHALF OF THE VOYA RETIREMENT PLAN STANDARD GUARANTY INSURANCE COMPANY AMERICAN SECURITY INSURANCE COMPANY CONSUMER PROGRAM ADMINISTRATORS, INC. UNITED SERVICE PROTECTION CORPORATION VIRGINIA SURETY COMPANY, INC. AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA FEDERAL WARRANTY SERVICE CORPORATION BRIGHTHOUSE LIFE INSURANCE COMPANY STARR INDEMNITY & LIABILITY COMPANY SELECTIVE WAY INSURANCE COMPANY XXXXXX XXXX LIFE INSURANCE COMPANY CAREFIRST OF MARYLAND, INC. GROUP HOSPITALIZATION AND MEDICAL SERVICES, INC. MUTUAL OF AMERICA LIFE INSURANCE COMPANY METROPOLITAN LIFE INSURANCE COMPANY By: Voya Investment Management Co. LLC, as Agent By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY By: Voya Investment Management LLC, as Agent By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President VOYA PRIVATE CREDIT TRUST FUND VOYA PRIVATE CREDIT TRUST FUND- XXXXXXX SACHS By: Voya Investment Trust Co., as Trustee By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President NN LIFE INSURANCE COMPANY LTD. By: Voya Investment Management LLC, as Attorney in fact By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: ______________________________________ Name: Xxxx Xxxxxxx Title: Managing Director BRIGHTHOUSE LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: ______________________________________ Name: Xxxx Xxxxxxx Title: Managing Director Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. STATE FARM LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: ______________________________________ Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By: ______________________________________ Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: ______________________________________ Name: Xxxxxxx X. Xxxx Title: Investment Professional  
 

        Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK By: ______________________________________ Name: Xxxxx Xxxxxxxx Title: Assistant Vice President, Investments Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above NATIONWIDE LIFE INSURANCE COMPANY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By ____________________________________ Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory DocuSign Envelope ID: 61ED324E-A408-4BFE-A457-2C234CD822B8 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: ______________________________________ Name: Title: Xxxxxxxxxx Xxxx Assistant Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: ______________________________________ Name: Title: By: ______________________________________ Name: Title: Xxxx Xxxxxxx Apr CDT Xxxx Xxxxxxx Co n el Wei erh Chen Apr 5 2022 06 5 CDT Wei-e h Xxxx Xxx erh Xxxx Co n el Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: Name: Xxxx X. Xxxxxxx Title: Managing Director HEALTHSPRING LIFE & HEALTH INSURANCE COMPANY, INC. By: Cigna Investments, Inc. (authorized agent) By: Name: Xxxx X. Xxxxxxx Title: Managing Director Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: ______________________________________ Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. UNITED OF OMAHA LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxxxxx X. Xxxxx Title: Head of Private Placements

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a25.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a25.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1921, to the Process Agent, as its agent for the purpose of accepting service of any process in the United StatesStates of America. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 25.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United StatesStates of America. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Note Document. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, -47- action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES NOTES, ANY OTHER NOTE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. -48- If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, GREEN BRICK PARTNERS, INC. By /s/ Xxxxxxx X. Costello________________ Name: Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer -49-

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Parties irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Parties irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is they are not subject to the jurisdiction of any such court, any objection that it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. CĪON INVESTMENT CORPORATION NOTE PURCHASE AGREEMENT (b) The Company agreesParties agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents Parties consent to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to them at their address specified in Section 19, 18 or at such other address of which the Parties shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees Parties agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note Party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Parties may have to bring proceedings against the Company each other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. CĪON INVESTMENT CORPORATION NOTE PURCHASE AGREEMENT If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and on its behalfthe Company. Very truly yours, service CĪON Investment Corporation By: /s/ Mxxxxxx X. Xxxxxxx Mxxxxxx X. Xxxxxxx Co-Chief Executive Officer accepted and agreed to as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date hereof. [Add Purchaser Signature Blocks]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesand the REIT agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) ‑51‑ American Assets Trust, L.P. Note Purchase Agreement brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. ‑52‑ American Assets Trust, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AMERICAN ASSETS TRUST, L.P. By: AMERICAN ASSETS TRUST, INC., its General Partner By: /s/ EXXXXX XXXX Name: Exxxxx Xxxx Title: President and Chief Executive Officer By: /s/ RXXXXX X. XXXXXX Name: Rxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer AMERICAN ASSETS TRUST, INC. By: /s/ EXXXXX XXXX Name: Exxxxx Xxxx Title: President and Chief Executive Officer By: /s/ RXXXXX X. XXXXXX Name: Rxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer ‑53‑ American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC, as Investment Adviser By: /s/ BARINGS LLC MASSMUTUAL ASIA LIMITED By: Barings LLC, as Investment Adviser By: /s/ BARINGS LLC

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or Agreement, the Notes, any Subsidiary Guarantee or any Security Document. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in to the manner for delivery of notices Company at its address specified in Section 19, 18 or at such other address of which you shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt by the Company or by its agent as aforesaid (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceService. (dc) Nothing in this Section 23.8 22.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE COMPANY AND (BY ACCEPTANCE OF A NOTE) EACH HOLDER OF A NOTE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Financing Agreement. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. UTi Worldwide Inc. Note Purchase Agreement (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Section 24.8 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe Parties hereto hereby waive trial by jury in any action brought on or with respect to this agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 3. The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ba) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (cb) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it as specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (e) [Signature page follows.] If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By __________________________________ Name: Title: The foregoing is hereby agreed to as of the date hereof. [INSERT PURCHASER] By __________________________________ Name: Title: [INSERT NOTICE DETAILS FOR PURCHASER REQUIRED BY SECTION 18] As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesSeries 2020A Bonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Series 2020A Bonds in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note Series 2020A Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Series 2020A Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Series 2020A Bonds or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notesany other Financing Agreement. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note the Issuing Bank in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Section 24.8 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note the Issuing Bank to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Issuing Bank may have to bring proceedings against the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. UTi Worldwide Inc. Letter of Credit Agreement

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent[ ], as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent [ ] to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesother Notes Financing Documents. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) . The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) . The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, 19 to the Process AgentCT Corporation, as its agent for the purpose of accepting service of any process in the United StatesNew York. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) . Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) . The Company hereby irrevocably appoints CT Corporation, having its offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as at the Process Agent date hereof, to receive for it, and on its behalf, service of process in the United States. (f) any suit, action or proceeding brought in any federal or state court located in New York. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in New York, New York, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the Business Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By /s/ Xxxxx Tasugi Name: Xxxxx Tasugi Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. as Purchaser By: 40½86 Advisors, Inc. acting as Investment Advisor By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the each Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Each Constituent Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Each Constituent Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Each Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. ​ ​ ​ (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. ​ ​ ​ If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Constituent Companies, whereupon this Agreement shall become a binding agreement between you and on its behalfthe Constituent Companies. ​ Very truly yours, service ​ ​ ​ SUNSTONE HOTEL PARTNERSHIP, LLC ​ ​ ​ By ​ ​ ​ Its ​ ​ ​ ​ ​ ​ ​ SUNSTONE HOTEL INVESTORS, INC. ​ ​ ​ ​ By ​ ​ ​ Its ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ This Agreement is hereby accepted and agreed to as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date hereof. ​ [ADD PURCHASER SIGNATURE BLOCKS] ​ ​

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, any Supplement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18(4) or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, any Supplement, the Notes or any other document executed in connection herewith or therewith. The execution hereof by the Purchasers shall constitute a contract among the Company hereby irrevocably appoints and the Process Agent to receive Purchasers for itthe uses and purposes hereinabove set forth. Very truly yours, and on its behalfXXXXXXX-XXXXXX INTERNATIONAL INC. By___________________________________ Name:______________________________ Title:_______________________________ Accepted as of the date first written above. [VARIATION] As used herein, service of process the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuaranty Agreement. To the fullest extent permitted by applicable law, the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a15.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Guarantor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a15.6(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 14 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United StatesSection 14. The Company Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 15.6 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHHEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Transaction Entities irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court court, in each case, sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Transaction Entities irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, LLC (b) The Company Each of the Transaction Entities agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Transaction Entities consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company Transaction Entities agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against either of the Company Transaction Entities in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in Public Service Company of New Mexico Note Purchase Agreement any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. Public Service Company of New Mexico Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, PUBLIC SERVICE COMPANY OF NEW MEXICO By /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Public Service Company of New Mexico Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional Public Service Company of New Mexico Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director Public Service Company of New Mexico Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30D) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been Ameren Transmission Company of Illinois Note Purchase Agreement notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith Ameren Transmission Company of Illinois Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Ameren Transmission Company of Illinois By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process Agent date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to receive for itas of the date hereof. Legal and General Assurance Society Limited By: Legal & General Investment Management America, Inc., its Investment Manager By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Head of Private Credit Investment, North America Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and on its behalfagreed to as of the date hereof. State Farm Life Insurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional State Farm Life and Accident Assurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional State Farm Insurance Companies Employee Retirement Trust By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signer By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signer Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Nationwide Life Insurance Company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Nationwide Life and Annuity Insurance Company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Metlife Reinsurance Company of Xxxxxxxx, service Ltd. By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory MetLife Insurance K.K. By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Ameren Transmission Company of process in Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the United Statesdate hereof. American General Life Insurance Company By: Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Xxxx Xxxxxxx Life Insurance Company (U.S.A.) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Manulife (Singapore) Pte. Ltd. By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Director, Manulife General Account Investments (Singapore) Pte. , Ltd. as investment manager of Manulife (fSingapore) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTPte. Ltd. Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Manulife (International) Limited By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Head of Fixed Income Portfolio Management & Trading, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Asia, General Account Investments Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc., (d/b/a TruStage Investment Management) acting as Investment Advisor By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Associate Director, Investments Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Country Life Insurance Company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income Country Mutual Insurance Company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each of the Guarantor and the Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the NotesGuarantees. To the fullest extent permitted by applicable law, each of the Company and the Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Each of the Guarantor and the Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Each of the Guarantor and the Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1920, to the Process AgentNational Registered Agents, Inc., as its agent for the purpose of accepting service of any process in the United States. The Each of the Guarantor and the Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Each of the Guarantor and the Company hereby irrevocably appoints the Process Agent National Registered Agents, Inc. to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe Notes or the Guarantees or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, The Marcus Corporation By Its President This Agreement is hereby accepted and agreed to as of the date hereof. [Purchaser] By Name: Title: Name of and Address of Purchaser Principal Amount of Notes to be Purchased The Northwestern Mutual Life Insurance Company hereby irrevocably appoints the Process Agent to receive for it700 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Xxxxxxxxx 00000 $24,000,000

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 20 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. DOCPROPERTY "CUS_DocIDChunk0" 49361156.14 (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders holder of any of the Notes such Note may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Issuer agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Issuer consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of Prudential or any holder of a Note to serve process in any manner permitted by law, or limit any right that Prudential or the holders of any of the Notes may have to bring proceedings against the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL TRAIL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each Purchaser and the Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Purchaser and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesand Purchasers agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it them subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it they or any of its their assets is are or may be subject) by a suit upon such judgment. (c) The Each Purchaser and the Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each Purchaser and the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of ManhattanChicago, The City of New YorkIllinois, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to CT Corporation, with an office on the Process Agentdate hereof at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, as its agent for the purpose of accepting service of any process in within the United StatesState of Illinois. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. The Company shall pay all costs and expenses of CT Corporation in connection herewith. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Parent and the Issuer irrevocably submits to the non---exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Parent and the Issuer agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Parent and the Issuer consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Process Agent, as its agent for Parent and the purpose of accepting service of any process in the United States. The Company Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States U.S. Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, W.P. Cxxxx Inc. By /s/ TxxxXxx Xxxxxxx Name: TxxxXxx Xxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. Legal and General Assurance Society Limited By: Legal & General Investment Management America, Inc., its Investment Manager By: /s/ Exxxxx Xxxx Name: Exxxxx Xxxx Title: Head of Private Credit Investment, North America This Agreement is hereby accepted and agreed to as of the date hereof. Manulife Securities Limited Partnership By: /s/ Nxxxx Xxxxxxx Name: Nxxxx Xxxxxxx Title: Managing Director Manulife (International) Limited By: /s/ Exxxxx Xxxx Name: Exxxxx Xxxx Title: Managing Director, Portfolio Management, Asia, General Account Investments Manulife Life Insurance Company By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Senior Portfolio Manager, Investments Manulife (Singapore) Pte. Ltd. By: /s/ Mxxx Xxxx Name: Mxxx Xxxx Title: Director, Manulife General Account Investments (Singapore) Pte. Ltd. As investment manager of Manulife (Singapore) Pte. Ltd. This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Mxxxxxx X. Xxxxx Name: Mxxxxxx X. Xxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. Pacific Life Insurance Company By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. Colonial Life & Accident Insurance Company By: Provident Investment Management, LLC Its: Agent By: /s/ Bxx Xxxxx Name: Bxx Xxxxx Title: Vice President, Senior Managing Director This Agreement is hereby accepted and agreed to receive for it, and on its behalf, service as of process in the United Statesdate hereof. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a22.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.in

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 17 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 18.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. The Toro Company Note Purchase Agreement (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The Toro Company hereby irrevocably appoints Note Purchase Agreement If you are in agreement with the Process Agent foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, The Toro Company By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title:Treasurer and Senior Managing Director, Global Tax and Investor Relations By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice and President and Chief Financial Officer The Toro Company Note Purchase Agreement Accepted as of the date first written above. New York Life Insurance Company By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, Xxxx Xxxxxxx Life Insurance Company (U.S.A.), as Beneficiary, Xxxx Xxxxxxx Life Insurance Company of New York, as Beneficiary, and on The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its behalfattorney-in-fact By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director The Toro Company Note Purchase Agreement Accepted as of the date first written above. Pruco Life Insurance Company By: PGIM, service Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President Farmers Insurance Exchange By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxx Xxxxxxxx Vice President Mid Century Insurance Company By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxx Xxxxxxxx Vice President The Prudential Insurance Company of process in America By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President The Toro Company Note Purchase Agreement Accepted as of the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date first written above. State Farm Life Insurance Company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Life and Accident assurance Company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. KCP&L Greater Missouri Operations Company Note Purchase Agreement (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Obligors irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Obligors irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Obligors agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Obligors consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, to the Process AgentLineage Logistics, LLC, 46500 Humboldt Drive, Novi, Michigan, 48377, as its agent for the purpose of accepting service of any process in the United States, with a copy to Lineage Logistics, LLC Attn: Legal Department, 1 Park Plaza, Suite 550, Irvine, CA 92614. The Company Each of the Obligors agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Lineage Logistics, LLC, 46500 Humboldt Drive, Novi, Michigan, 48377 to receive for it, and on its behalf, service of process in the United States, from the Closing Date through August 20, 2032. Lineage Logistics, LLC hereby accepts Lineage Logistics Note Purchase Agreement its irrevocable appointment as agent for service of process for each Obligor in accordance with the terms of this Agreement. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or Old Dominion Freight Line, Inc. Note Purchase Agreement proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. Old Dominion Freight Line, Inc. Note Purchase Agreement The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, OLD DOMINION FREIGHT LINE, INC. By /s/ J. Xxx Xxxx Name: J. Xxx Xxxx Title: Senior Vice President – Finance Old Dominion Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. ALLSTATE LIFE INSURANCE COMPANY By /s/ Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK By /s/ Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories Old Dominion Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. NEW YORK LIFE INSURANCE COMPANY /s/ Xxxx X. Xxxxxxxx By: Xxxx X. Xxxxxxxx Title: Investment Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, its Investment Manager /s/ Xxxx X. Xxxxxxxx By: Xxxx X. Xxxxxxxx Title: Vice President Xxx Xxxxxxxx Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxx X. Xxxxx Vice President SECURITY BENEFIT LIFE INSURANCE COMPANY, INC. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxx X. Xxxxx Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxx X. Xxxxx Vice President Xxx Xxxxxxxx Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director Xxx Xxxxxxxx Freight Line, Inc. Note Purchase Agreement NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ALLSTATE LIFE INSURANCE COMPANY A $10,000,000.00 0000 Xxxxxxx Xxxx, STE G5D Northbrook, Illinois 60062-7127 Attention: Private Placements Department Telephone Number: (000) 000-0000 Telecopy Number: (000) 000-0000 Payments All payments on or in respect of the Notes to be made by Fedwire transfer of immediately available funds, identifying the name of the Issuer, the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium, in the exact format as follows: Bank: Citibank ABA #: 000000000 Acct. Name: Allstate Life Insurance Company Collection Account - PP Acct. #: 30547007 Reference: XXX # 000000 X# 0 - Xxx Xxxxxxxx Freight Line, Inc.,

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the each Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Each Constituent Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Each Constituent Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Each Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Constituent Companies, whereupon this Agreement shall become a binding agreement between you and on its behalfthe Constituent Companies. Very truly yours, service SUNSTONE HOTEL PARTNERSHIP, LLC By /s/ Xxxxx X. Xxxxxx Its Chief Financial Officer SUNSTONE HOTEL INVESTORS, INC. By /s/ Xxxxx X. Xxxxxx Its Chief Financial Officer This Agreement is hereby accepted and agreed to as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date hereof. [ADD PURCHASER SIGNATURE BLOCKS]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by by A. Xxxxxxxx Europe GmbH A. Xxxxxxxx, Inc. Note Purchase Agreement applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCompany, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Obligors hereby irrevocably appoints the Process Agent Company to receive for it, and on its behalf, service of process in the United States. The Company agrees that it shall at all times maintain an office for the receipt of service of process at 3000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000 or such other address in the United States as the Company shall designate by not less than 30 days prior notice to the holders of the Notes. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe Parties hereto hereby waive trial by jury in any action brought on or with respect to this agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ONCOR ELECTRIC DELIVERY COMPANY LLC By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: NORTHWESTERN MUTUAL INVESTMENT MANAGEMENT COMPANY, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Group Annuity Separate Account By: NORTHWESTERN MUTUAL INVESTMENT MANAGEMENT COMPANY, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. COBANK, ACB By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Assistant Corporate Secretary This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL INVESTORS LLC, its Investment Manager By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: NYL INVESTORS LLC, its Investment Manager By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. LIFE INSURANCE COMPANY OF NORTH AMERICA By: NYL INVESTORS LLC, its Investment Manager By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE By: NEW YORK LIFE INSURANCE COMPANY, its attorney-in-fact By: NYL INVESTORS LLC, its Investment Manager By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM FIRE AND CASUALTY COMPANY By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signer This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional This Agreement is hereby accepted and agreed to as of the date hereof. LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED By: LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA, INC., its Investment Manager By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Head of Private Credit Investment, North America This Agreement is hereby accepted and agreed to as of the date hereof. THE TRAVELERS INDEMNITY COMPANY By /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. EMPOWER ANNUITY INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. ENACT MORTGAGE INSURANCE CORPORATION By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. CUMIS INSURANCE SOCIETY, INC. By: MEMBERS CAPITAL ADVISORS, INC. acting as Investment Advisor By: /s/ Xxxx Xxx Xxxxxxx Name: Xxxx Xxx Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. UNITED FARM FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Portfolio Manager DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. The York Water Company Note Purchase Agreement (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The York Water Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, The York Water Company By /s/ Xxxxxx X. Hand Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer The York Water Company Note Purchase Agreement This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process Agent date hereof. United of Omaha Life Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements Mutual of Omaha Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements The York Water Company Note Purchase Agreement This Agreement is hereby accepted and agreed to receive for it, and on its behalf, service as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date hereof. Southern Farm Bureau Life Insurance Company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Portfolio Manager

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. ​ (b) The Company ​ ​Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 1918 or at such other address of which -42- Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Tortoise MLP Fund, Inc. Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder Holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such Holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Tortoise MLP Fund, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company, Very truly yours, TORTOISE MLP FUND, INC. By Name: P. Bxxxxxx Xxxxx Its: Chief Executive Officer, Principal Financial Officer and Treasurer Tortoise MLP Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By Vice President THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. By: Prudential Investment Management Japan Co., Ltd., as Investment Manager By: PGIM, Inc., as Sub‑Advisor By Vice President PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY By: PGIM, Inc., as investment manager By Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: PGIM, Inc., as investment manager By Vice President Tortoise MLP Fund, Inc. Note Purchase Agreement (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JXXxxxxx Xxxxx Xxxx, XX Xxx Xxxx, XX ABA No.: 000000000 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “3.79% Senior Notes, Series P, due 2023, Security No. INV11954, 89148B F*7” and the due date and application (as among principal, interest and Make‑Whole Amount) of the payment being made. (2) Address for all communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group 2000 Xxxx Xxx. Suite 4300W Dallas, TX 75201 Attention: Managing Director, Energy Finance Group ‑ Oil & Gas The Prudential Insurance Company of America c/x XXXX, Inc. Prudential Tower 600 Xxxxx Xxxxxx 14th Floor ‑ Sxxxx Xxxxx Xxxxxx, XX 00000 Attention: PIM Private Accounting Processing Team Email: Pxx.Xxxxxxx.Xxxxxxxxxx.Xxxxxxxxxx.Xxxx@xxxxxxxxxx.xxx Tortoise MLP Fund, Inc. Note Purchase Agreement (3) Address for Delivery of Notes: (a) Send physical security by nationwide overnight delivery service to: PGIM, Inc. 600 Xxxxx Xxxxxx 14th Floor ‑ Sxxxx Xxxxx Xxxxxx, XX 00000 Attention: Trade Management Manager (b) Send copy by email to: Wxxxxxx Xxxxxx wxxxxxx.xxxxxx@xxxxxxxxxx.xxx (214) 720‑6204 and Pxxxxxx.Xxxxxxxxxxxxx@Xxxxxxxxxx.xxx (4) Tax Identification No.: 22‑1211670 Tortoise MLP Fund, Inc. Note Purchase Agreement (1) All principal, interest and Make‑Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JXXxxxxx Xxxxx Xxxx, XX Xxx Xxxx, XX ABA No.: 000000000 Account Name: POJ U.S. Privates Account No.: P86291 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “3.79% Senior Notes, Series P, due 2023, Security No. INV 11954, 89148B F*7” and the due date and application (as among principal, interest and Make‑Whole Amount) of the payment being made. (2) All payments, other than principal, interest or Make‑Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JXXxxxxx Xxxxx Xxxx, XX Xxx Xxxx, XX ABA No.: 000000000 Account No.: 304199036 Account Name: Prudential International Insurance Service Co. Each such wire transfer shall set forth the name of the Company, a reference to “3.79% Senior Notes, Series P, due 2023, Security No. INV11954, [PPN]” and the due date and application (e.g., type of fee) of the payment being made. (3) Address for all communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2000 Xxxx Xxx. Suite 4300W Dallas, TX 75201 Attention: Managing Director, Energy Finance Group ‑ Oil & Gas Tortoise MLP Fund, Inc. Note Purchase Agreement The Prudential Life Insurance Company, Ltd.